U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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þ |
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Quarterly Period Ended September 30, 2010
or
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o |
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Transition Period From
to .
Commission file number 000-25727
IKONICS CORPORATION
(Exact name of registrant as specified in its charter)
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Minnesota
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41-0730027 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. employer
identification no.) |
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4832 Grand Avenue
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Duluth, Minnesota
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55807 |
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(Address of principal executive offices)
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(Zip code) |
(218) 628-2217
Issuers telephone number
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes þ
No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files.)
Yes o
No o
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes o
No þ
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ |
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(Do not check if a smaller reporting company) |
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State the number of shares outstanding of each of the issuers classes of common
equity, as of the latest practical date: Common Stock, $.10 par value 1,973,107 shares
outstanding as of November 10, 2010.
IKONICS Corporation
QUARTERLY REPORT ON FORM 10-Q
PART I FINANCIAL INFORMATION
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ITEM 1. |
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Condensed Financial Statements |
IKONICS CORPORATION
CONDENSED BALANCE SHEETS
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September 30 |
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December 31 |
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2010 |
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2009 |
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(unaudited) |
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ASSETS |
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CURRENT ASSETS: |
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Cash |
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$ |
459,162 |
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$ |
1,304,586 |
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Short-term investments |
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2,211,213 |
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802,165 |
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Trade receivables, less allowance of $66,000 in 2010 and
$78,000 in 2009 |
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2,187,305 |
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2,015,798 |
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Inventories |
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2,336,807 |
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2,070,602 |
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Deposits, prepaid expenses and other assets |
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94,653 |
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61,337 |
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Deferred income taxes |
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163,000 |
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163,000 |
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Total current assets |
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7,452,140 |
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6,417,488 |
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PROPERTY, PLANT, AND EQUIPMENT, at cost: |
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Land and building |
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5,888,445 |
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5,883,794 |
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Machinery and equipment |
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2,527,285 |
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2,456,218 |
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Office equipment |
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748,810 |
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741,895 |
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Vehicles |
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234,650 |
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241,006 |
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9,399,190 |
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9,322,913 |
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Less accumulated depreciation |
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4,322,046 |
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4,088,669 |
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5,077,144 |
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5,234,244 |
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INTANGIBLE ASSETS, less accumulated amortization of $364,790 in
2010 and $325,576 in 2009 |
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311,829 |
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345,540 |
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$ |
12,841,113 |
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$ |
11,997,272 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable |
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$ |
389,826 |
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$ |
286,610 |
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Accrued compensation |
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307,484 |
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337,365 |
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Other accrued expenses |
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128,085 |
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104,408 |
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Income taxes payable |
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5,988 |
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80,803 |
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Total current liabilities |
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831,383 |
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809,186 |
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DEFERRED INCOME TAXES |
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162,000 |
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162,000 |
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Total liabilities |
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993,383 |
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971,186 |
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STOCKHOLDERS EQUITY: |
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Preferred stock, par value $.10 per share; authorized 250,000 shares; issued none |
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Common stock, par value $.10 per share; authorized 4,750,000 shares;
issued and outstanding 1,972,857 shares in 2010 and 1,967,057 in 2009 |
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197,286 |
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196,706 |
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Additional paid-in capital |
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2,252,973 |
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2,198,289 |
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Retained earnings |
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9,397,471 |
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8,631,091 |
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Total stockholders equity |
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11,847,730 |
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11,026,086 |
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$ |
12,841,113 |
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$ |
11,997,272 |
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See notes to condensed financial statements.
3
IKONICS CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months |
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Nine Months |
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Ended September 30 |
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Ended September 30 |
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2010 |
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2009 |
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2010 |
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2009 |
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NET SALES |
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$ |
4,141,092 |
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$ |
3,920,663 |
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$ |
12,073,724 |
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$ |
11,270,376 |
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COST OF GOODS SOLD |
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2,474,188 |
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2,337,757 |
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7,093,266 |
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6,825,654 |
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GROSS PROFIT |
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1,666,904 |
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1,582,906 |
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4,980,458 |
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4,444,722 |
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SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES |
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1,086,577 |
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1,101,610 |
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3,409,441 |
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3,419,030 |
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RESEARCH AND DEVELOPMENT
EXPENSES |
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163,420 |
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164,666 |
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528,622 |
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487,942 |
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INCOME FROM OPERATIONS |
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416,907 |
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316,630 |
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1,042,395 |
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537,750 |
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GAIN ON SALE OF NON-MARKETABLE
EQUITY SECURITIES |
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29,762 |
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LOSS ON INVESTMENT IN NON-
MARKETABLE EQUITY SECURITIES |
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(918,951 |
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(918,951 |
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INTEREST INCOME |
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6,267 |
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3,070 |
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13,672 |
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5,190 |
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INCOME (LOSS) BEFORE INCOME TAXES |
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423,174 |
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(599,251 |
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1,056,067 |
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(346,249 |
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INCOME TAX EXPENSE |
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135,831 |
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110,134 |
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277,111 |
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163,253 |
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NET INCOME (LOSS) |
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$ |
287,343 |
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$ |
(709,385 |
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$ |
778,956 |
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$ |
(509,502 |
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EARNINGS (LOSS) PER COMMON SHARE: |
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Basic |
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$ |
0.15 |
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$ |
(0.36 |
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$ |
0.40 |
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$ |
(0.26 |
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Diluted |
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$ |
0.15 |
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$ |
(0.36 |
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$ |
0.39 |
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$ |
(0.26 |
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WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING : |
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Basic |
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1,974,162 |
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1,967,057 |
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1,971,248 |
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1,975,991 |
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Diluted |
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1,975,882 |
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1,967,057 |
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1,972,351 |
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1,975,991 |
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See notes to condensed financial statements.
4
IKONICS CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
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Nine Months |
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Ended September 30 |
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2010 |
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2009 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income (loss) |
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$ |
778,956 |
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$ |
(509,502 |
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Adjustments to reconcile net income (loss) to net cash provided by
operating activities: |
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Depreciation |
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304,347 |
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321,759 |
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Amortization |
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39,214 |
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41,438 |
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Stock based compensation |
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21,952 |
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17,024 |
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(Gain) loss on sale of equipment and vehicles |
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(10,766 |
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13,582 |
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Loss on intangible asset abandonment |
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29,918 |
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12,700 |
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Gain on sale of non-marketable equity securities |
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(29,762 |
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Loss on investment in non-marketable equity securities |
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918,951 |
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Deferred income taxes |
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35,000 |
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Changes in working capital components: |
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Trade receivables |
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(171,507 |
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(22,954 |
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Inventory |
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(266,205 |
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84,372 |
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Deposits, prepaid expenses and other assets |
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(33,316 |
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98,884 |
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Income tax refund receivable |
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157,873 |
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Accounts payable |
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103,216 |
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(190,090 |
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Accrued expenses |
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(6,204 |
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(92,017 |
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Income taxes payable |
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(74,189 |
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Net cash provided by operating activities |
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715,416 |
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857,258 |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Purchases of property, plant and equipment |
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(155,681 |
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(96,579 |
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Proceeds from sale of equipment and vehicles |
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19,200 |
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18,000 |
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Purchases of intangibles |
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(35,421 |
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(8,472 |
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Purchases of short-term investments |
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(2,216,089 |
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(600,000 |
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Proceeds on sale of short-term investments |
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807,041 |
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Proceeds from sale of non-marketable equity securities |
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29,762 |
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Net cash used in investing activities |
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(1,580,950 |
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(657,289 |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Repurchase of common stock |
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(15,130 |
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(123,844 |
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Proceeds from exercise of stock options |
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35,240 |
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Net cash provided by (used in) financing activities |
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20,110 |
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(123,844 |
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NET INCREASE (DECREASE) IN CASH |
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(845,424 |
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76,125 |
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CASH AT BEGINNING OF PERIOD |
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1,304,586 |
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901,738 |
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CASH AT END OF PERIOD |
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$ |
459,162 |
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$ |
977,863 |
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
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Cash paid for income taxes, net of refunds received of $81,422 and
$119,423, respectively |
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$ |
386,299 |
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$ |
(6,620 |
) |
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See notes to condensed financial statements.
5
IKONICS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
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The balance sheet of IKONICS Corporation (the Company) as of September 30, 2010, and the
related statements of operations for the three and nine months ended September 30, 2010 and
2009, and cash flows for the nine months ended September 30, 2010 and 2009, have been
prepared without being audited. |
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In the opinion of management, these statements reflect all adjustments (consisting of only
normal recurring adjustments) necessary to present fairly the financial position of IKONICS
Corporation as of September 30, 2010, and the results of operations and cash flows for all
periods presented. |
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Certain information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the United States of
America, have been condensed or omitted. Therefore, these statements should be read in
conjunction with the financial statements and notes thereto included in the Companys Annual
Report on Form 10-K for the year ended December 31, 2009. |
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The results of operations for interim periods are not necessarily indicative of results that
will be realized for the full fiscal year. |
2. |
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Short Term Investments |
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The Companys $2,211,000 of short-term investment is comprised of fully insured certificates
of deposit with maturities ranging from six to twelve months and interest rates ranging from
0.2% to 1.9%. |
3. |
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Investments and Fair Value Measurements |
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The carrying value of financial instruments, such as cash and cash equivalents, short-term
investments, accounts receivable, accounts payable and accrued liabilities approximate their
fair value because of their short term nature. We do not hold or issue financial instruments
for trading purposes. |
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The companys 2009 investment in non-marketable equity securities was comprised of shares in
imaging Technology international (iTi) and was carried at cost. Non-marketable equity
securities are not adjusted to fair value on a recurring basis; however, they are assessed
for an other than temporary decline in fair value. A decline in the fair value of these
securities that is determined to be other than temporary will result in a revaluation of its
carrying amount to fair value in accordance with FASB ASC 325-20-35 paragraphs 1A and 2. An
impairment analysis was conducted in accordance with the provisions within FASB ASC
320-10-35 paragraphs 17 through 35. For the three months ended September 30, 2009, the
Company recorded an impairment charge of $918,951 reducing the investment in iTi to $0. |
|
|
|
Managements assessment of fair value was primarily based on iTis recent financial results
and iTis inability to secure adequate financing or to negotiate the sale of the company to
a third party. Consequently, iTi has ceased operations and has been liquidated. In order
to increase consistency and comparability in fair value measurements, the FASB Codification
establishes a fair value hierarchy that prioritizes observable and unobservable inputs used
to measure fair value into three broad levels. These levels, in order of highest priority to
lowest priority, are described below: |
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the
measurement date for assets or liabilities.
Level 2: Observable prices that are based on inputs not quoted on active markets,
but corroborated by market data.
6
IKONICS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Level 3: Unobservable inputs are used when little or no market data is available.
|
|
Based on the definition of the levels above and the nature of the inputs as described above,
management categorized the methodology used in the valuation of its iTi asset as Level 3. |
|
|
The major components of inventory are as follows: |
|
|
|
|
|
|
|
|
|
|
|
Sep 30, 2010 |
|
|
Dec 31, 2009 |
|
Raw materials |
|
$ |
1,414,762 |
|
|
$ |
1,333,549 |
|
Work-in-progress |
|
|
317,043 |
|
|
|
277,876 |
|
Finished goods |
|
|
1,557,077 |
|
|
|
1,351,736 |
|
Reduction to LIFO cost |
|
|
(952,075 |
) |
|
|
(892,559 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Inventory |
|
$ |
2,336,807 |
|
|
$ |
2,070,602 |
|
|
|
|
|
|
|
|
5. |
|
Earnings Per Common Share (EPS) |
|
|
Basic EPS is calculated using net income divided by the weighted average of common shares
outstanding. Diluted EPS is similar to Basic EPS except that the weighted average number of
common shares outstanding is increased to include the number of additional common shares
that would have been outstanding if the potential dilutive common shares, such as those
shares subject to options, had been issued. |
|
|
|
Shares used in the calculation of diluted EPS are summarized below: |
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
Sep 30, 2010 |
|
|
Sep 30, 2009 |
|
Weighted average common shares outstanding |
|
|
1,974,162 |
|
|
|
1,967,057 |
|
Dilutive effect of stock options |
|
|
1,720 |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common and common equivalent shares outstanding |
|
|
1,975,882 |
|
|
|
1,967,057 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
Sep 30, 2010 |
|
|
Sep 30, 2009 |
|
Weighted average common shares outstanding |
|
|
1,971,248 |
|
|
|
1,975,991 |
|
Dilutive effect of stock options |
|
|
1,103 |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common and common equivalent shares outstanding |
|
|
1,972,351 |
|
|
|
1,975,991 |
|
|
|
|
|
|
|
|
7
IKONICS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
6. |
|
Stock-based Compensation |
|
|
The Company maintains a stock incentive plan which authorizes the issuance of up to 442,750
shares of common stock. Of those shares, 41,000 were subject to outstanding options and
125,573 were reserved for future grants at September 30, 2010. The plan provides for
granting eligible participants stock options or other stock awards, as described by the
plan, at option prices ranging from 85% to 110% of fair market value at the date of grant.
Options granted expire up to seven years after the date of grant. Such options generally
become exercisable over a one to three year period. The plan also includes a clause whereby
if any individual shareholders ownership percentage increases beyond 20%, all outstanding,
unvested awards would become immediately vested. |
|
|
|
The Company charged compensation cost of $7,500 against income for the three months
ended September 30, 2010 compared to $6,600 for the three months ended September 30, 2009.
For the first nine months of 2010, the Company charged compensation cost of approximately
$22,000 against income compared to approximately $17,000 for the same period in 2009. As of
September 30, 2010 there was approximately $44,000 of unrecognized compensation cost related
to unvested share-based compensation awards granted. That cost is expected to be recognized
over the next three years. |
|
|
|
The Company receives a tax deduction for certain stock option exercises during the period in
which the options are exercised, generally for the excess of the market price at the time
the stock options are exercised over the exercise price of the options, which increased the
APIC pool, which is the amount that represents the pool of excess tax benefits available to
absorb tax shortages. There were no excess tax benefits recognized during the three or nine
month period ending September 30, 2010 and 2009, respectively. The Companys APIC pool
totaled approximately $111,000 at September 30, 2010 and December 31, 2009, respectively. |
|
|
|
Proceeds from the exercise of stock options were $35,000 for the nine months ended September 30,
2010. There were no options exercised during the nine months ended September 30, 2009. |
|
|
|
The fair value of options granted during the nine months ended September 30, 2010 and 2009
were estimated using the Black-Scholes option pricing model with the following assumptions: |
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
2009 |
Dividend yield |
|
|
0 |
% |
|
|
0 |
% |
Expected volatility |
|
|
45.2 |
% |
|
|
47.2 |
% |
Expected life of option |
|
Five Years |
|
Five Years |
Risk-free interest rate |
|
|
2.5 |
% |
|
|
2.0 |
% |
Fair value of each option on grant date |
|
$ |
3.08 |
|
|
$ |
2.10 |
|
|
|
There were 4,000 options and 21,750 options granted during the nine months ended September
30, 2010 and 2009, respectively. |
|
|
|
Stock option activity during the nine months ended September 30, 2010 was as follows: |
8
IKONICS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average |
|
|
|
|
|
|
Exercise |
|
|
Shares |
|
Price |
Outstanding at beginning of period |
|
|
45,500 |
|
|
$ |
5.91 |
|
Granted |
|
|
4,000 |
|
|
|
7.39 |
|
Exercised |
|
|
(8,000 |
) |
|
|
4.41 |
|
Expired and forfeited |
|
|
(500 |
) |
|
|
5.00 |
|
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2010 |
|
|
41,000 |
|
|
|
6.36 |
|
|
|
|
|
|
|
|
|
|
Exercisable at September 30, 2010 |
|
|
20,083 |
|
|
|
6.90 |
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate intrinsic value of all options outstanding and for those exercisable at
September 30, 2010 was approximately $35,000 and $11,000, respectively. |
|
|
The Companys reportable segments are strategic business units that offer different products
and have varied customer bases. There are three reportable segments: Domestic, Export,
and IKONICS Imaging. Domestic sells screen printing film, emulsions, and inkjet receptive film to distributors
located in the United States and Canada. IKONICS Imaging sells photo resistant film, art
supplies, glass, metal medium and related abrasive etching equipment to end user customers
located in the United States and Canada. It is also entering the market for etched
ceramics, glass and silicon wafers, and is developing and selling proprietary inkjet
technology. Export sells primarily the same products as Domestic and IKONICS Imaging to
foreign customers. The accounting policies applied to determine the segment information are
the same as those described in the summary of significant accounting policies included in
the Companys Annual Report on Form 10-K for the year ended December 31, 2009. |
|
|
|
Management evaluates the performance of each segment based on the components of divisional
income, and with the exception of trade receivables, does not allocate assets and
liabilities to segments. Financial information with respect to the reportable segments
follows: |
|
|
|
For the three months ended September 30, 2010: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IKONICS |
|
|
|
|
|
|
|
|
|
Domestic |
|
|
Export |
|
|
Imaging |
|
|
Other |
|
|
Total |
|
Net sales |
|
$ |
1,671,062 |
|
|
$ |
1,413,108 |
|
|
$ |
1,056,922 |
|
|
$ |
|
|
|
$ |
4,141,092 |
|
Cost of goods sold |
|
|
888,023 |
|
|
|
1,021,437 |
|
|
|
564,728 |
|
|
|
|
|
|
|
2,474,188 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
783,039 |
|
|
|
391,671 |
|
|
|
492,194 |
|
|
|
|
|
|
|
1,666,904 |
|
Selling, general and
administrative* |
|
|
231,668 |
|
|
|
119,113 |
|
|
|
280,277 |
|
|
|
455,519 |
|
|
|
1,086,577 |
|
Research and development* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
163,420 |
|
|
|
163,420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
$ |
551,371 |
|
|
$ |
272,558 |
|
|
$ |
211,917 |
|
|
$ |
(618,939 |
) |
|
$ |
416,907 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
IKONICS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
For the three months ended September 30, 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IKONICS |
|
|
|
|
|
|
|
|
|
Domestic |
|
|
Export |
|
|
Imaging |
|
|
Other |
|
|
Total |
|
Net sales |
|
$ |
1,702,631 |
|
|
$ |
1,329,464 |
|
|
$ |
888,568 |
|
|
$ |
|
|
|
$ |
3,920,663 |
|
Cost of goods sold |
|
|
880,967 |
|
|
|
955,366 |
|
|
|
501,424 |
|
|
|
|
|
|
|
2,337,757 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
821,664 |
|
|
|
374,098 |
|
|
|
387,144 |
|
|
|
|
|
|
|
1,582,906 |
|
Selling, general and
administrative* |
|
|
211,180 |
|
|
|
131,183 |
|
|
|
245,930 |
|
|
|
513,317 |
|
|
|
1,101,610 |
|
Research and development* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
164,666 |
|
|
|
164,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
$ |
610,484 |
|
|
$ |
242,915 |
|
|
$ |
141,214 |
|
|
$ |
(677,983 |
) |
|
$ |
316,630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended September 30, 2010: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IKONICS |
|
|
|
|
|
|
|
|
|
Domestic |
|
|
Export |
|
|
Imaging |
|
|
Other |
|
|
Total |
|
Net sales |
|
$ |
4,962,625 |
|
|
$ |
4,042,887 |
|
|
$ |
3,068,212 |
|
|
$ |
|
|
|
$ |
12,073,724 |
|
Cost of goods sold |
|
|
2,589,379 |
|
|
|
2,827,152 |
|
|
|
1,676,735 |
|
|
|
|
|
|
|
7,093,266 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
2,373,246 |
|
|
|
1,215,735 |
|
|
|
1,391,477 |
|
|
|
|
|
|
|
4,980,458 |
|
Selling, general and
administrative* |
|
|
718,275 |
|
|
|
444,767 |
|
|
|
848,344 |
|
|
|
1,398,055 |
|
|
|
3,409,441 |
|
Research and development* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
528,622 |
|
|
|
528,622 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
$ |
1,654,971 |
|
|
$ |
770,968 |
|
|
$ |
543,133 |
|
|
$ |
(1,926,677 |
) |
|
$ |
1,042,395 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended September 30, 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IKONICS |
|
|
|
|
|
|
|
|
|
Domestic |
|
|
Export |
|
|
Imaging |
|
|
Other |
|
|
Total |
|
Net sales |
|
$ |
5,055,963 |
|
|
$ |
3,452,937 |
|
|
$ |
2,761,476 |
|
|
$ |
|
|
|
$ |
11,270,376 |
|
Cost of goods sold |
|
|
2,676,991 |
|
|
|
2,598,502 |
|
|
|
1,550,161 |
|
|
|
|
|
|
|
6,825,654 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
2,378,972 |
|
|
|
854,435 |
|
|
|
1,211,315 |
|
|
|
|
|
|
|
4,444,722 |
|
Selling, general and
administrative* |
|
|
716,708 |
|
|
|
386,805 |
|
|
|
830,457 |
|
|
|
1,485,060 |
|
|
|
3,419,030 |
|
Research and development* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
487,942 |
|
|
|
487,942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
$ |
1,662,264 |
|
|
$ |
467,630 |
|
|
$ |
380,858 |
|
|
$ |
(1,973,002 |
) |
|
$ |
537,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
The Company does not allocate all general and administrative expenses or any research and
development expenses to its operating segments for internal reporting. |
Trade receivables by segment as of September 30, 2010 and December 31, 2009 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Sep 30, 2010 |
|
|
Dec 31, 2009 |
|
Domestic |
|
$ |
913,311 |
|
|
$ |
976,967 |
|
Export |
|
|
901,009 |
|
|
|
740,547 |
|
IKONICS Imaging |
|
|
403,016 |
|
|
|
331,117 |
|
Other, net of allowances |
|
|
(30,031 |
) |
|
|
(32,833 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
2,187,305 |
|
|
$ |
2,015,798 |
|
|
|
|
|
|
|
|
10
IKONICS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
8. |
|
Sale of Non-Marketable Equity Securities |
|
|
The Company received and realized a gain of $29,762 during the first nine months of 2009
related to the 2007 sale of its equity investment in Apprise Technologies, Inc. |
|
|
The Company reports a liability for unrecognized tax benefit taken or expected to be taken
when they are uncertain. During the first nine months of 2010 and 2009, the statute of
limitations for the relevant taxing authority to examine and challenge the tax position for
an open year expired, resulting in decreases in income tax expense of $27,000 for the first
nine months of 2010 and $21,000 for the first nine months of 2009. As of September 30,
2010, there was no liability for unrecognized tax benefits compared to a liability of
$27,000 as of September 30, 2009. The liability for unrecognized tax benefits was
previously included in other accrued expenses. |
|
|
|
The Company is subject to taxation in the United States and various states. The material
jurisdictions that are subject to examination by tax authorities primarily include Minnesota
and the United States, for tax years 2007, 2008, and 2009. |
|
|
|
It has been the Companys policy to recognize interest and penalties related to uncertain
tax positions in income tax expense. The Company had accrued approximately $8,000 of
interest related to uncertain tax positions at December 31, 2009, all of which was reversed
and included in income tax benefit on the Statement of Operations for the first nine months
of 2010. The unrecognized tax benefits at September 30, 2009 related to taxation of foreign
export sales. |
11
IKONICS CORPORATION
The information presented below in Managements Discussion and Analysis of Financial Condition
and Results of Operations contains forward-looking statements within the meaning of the safe harbor
provisions of Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are
subject to risks and uncertainties, including those discussed under Factors that May Affect Future
Results below, that could cause actual results to differ materially from those projected. Because
actual results may differ, readers are cautioned not to place undue reliance on these
forward-looking statements. Certain forward-looking statements are indicated by italics.
|
|
|
ITEM 2. |
|
Managements Discussion and Analysis of Financial Condition and Results of Operations |
The following managements discussion and analysis focuses on those factors that had a
material effect on the Companys financial results of operations during the third quarter of 2010,
the nine months ended September 30, 2010 and the same periods of 2009. It should be read in
connection with the Companys unaudited financial statements and notes thereto included in this
Form 10-Q and the Companys audited financial statements, including related notes, and Managements
Discussion and Analysis of Financial Condition and Results of Operations contained in the Companys
2009 Annual Report on Form 10-K.
Factors that May Affect Future Results
|
|
|
The Companys expectation that its effective tax rate will return to 35% to 36% of
pretax income for the remainder of 2010 compared to the tax expense recorded in the
first nine months of 2010The effective tax rate for the final three months of 2010
may be affected by changes in federal and state tax law, unanticipated changes in the
Companys financial position or the Companys operating activities and/or management
decisions could increase or decrease its effective tax rate. |
|
|
|
|
The Companys belief that the quality of its receivables is high and that strong
internal controls are in place to maintain proper collectionsThis belief may be
impacted by domestic economic conditions, by economic, political, regulatory or social
conditions in foreign markets, or by the failure of the Company to properly implement
or maintain internal controls. |
|
|
|
|
The belief that the Companys current financial resources, cash generated from
operations and the Companys capacity for debt and/or equity financing will be
sufficient to fund current and anticipated business operations and capital
expenditures. The belief that the Companys low debt levels and available line of
credit make it unlikely that a decrease in product demand would impair the Companys
ability to fund operationsChanges in anticipated operating results, credit
availability, equity market conditions or the Companys debt levels may further enhance
or inhibit the Companys ability to maintain or raise appropriate levels of cash. |
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The Companys expectations as to the level and use of planned capital expenditures
and that capital expenditures will be funded with cash on hand and cash generated from
operating activitiesThis expectation may be affected by changes in the Companys
anticipated capital expenditure requirements resulting from unforeseen required
maintenance, repairs, or capital asset additions. The funding of planned or unforeseen
expenditures may also be affected by changes in anticipated operating results resulting
from decreased sales, lack of acceptance of new products or increased operating
expenses or by other unexpected events affecting the Companys financial position. |
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The Companys belief that its vulnerability to foreign currency fluctuations and
general economic conditions in foreign countries is not significantThis belief may be
impacted by economic, political and social conditions in foreign markets, changes in
regulatory and competitive conditions, a change in the amount or geographic focus of
the Companys international sales, or changes in purchase or sales terms. |
12
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The Companys plans to continue to invest in research and development efforts,
expedite internal product development and invest in technological alliances, as well as
the expected focus and results of such investmentsThese plans and expectations may be
impacted by general market conditions, unanticipated changes in expenses or sales,
delays in the development of new products, technological advances, the ability to find
suitable and willing technology partners or other changes in competitive or market
conditions. |
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The Companys efforts to grow its international businessThese efforts may be
impacted by economic, political and social conditions in current and anticipated
foreign markets, regulatory conditions in such markets, unanticipated changes in
expenses or sales, changes in competitive conditions or other barriers to entry or
expansion. |
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The Companys belief as to future activities that may be undertaken to expand the
Companys businessActual activities undertaken may be impacted by general market
conditions, competitive conditions in the Companys industry, unanticipated changes in
the Companys financial position, lack of acceptance of new products or the inability
to identify attractive acquisition targets or other business opportunities. |
Critical Accounting Estimates
The Company prepares its financial statements in conformity with accounting principles
generally accepted in the United States of America. Therefore, the Company is required to make
certain estimates, judgments and assumptions that the Company believes are reasonable based upon
the information available. These estimates and assumptions affect the reported amounts of assets
and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the periods presented. The accounting estimates, which IKONICS believes are the
most critical to aid in fully understanding and evaluating its reported financial results, include
the following:
Accounts Receivable. The Company performs ongoing credit evaluations of its customers and
adjusts credit limits based upon payment history and the customers current credit worthiness, as
determined by review of the current credit information. The Company continuously monitors
collections and payments from its customers and maintains a provision for estimated credit losses
based upon historical experience and any specific customer collection issues that have been
identified. While such credit losses have historically been within expectations and the provisions
established, the Company cannot guarantee that it will continue to experience the same collection
history that has occurred in the past. The general payment terms are net 30-45 days for domestic
customers and net 30-90 days for foreign customers. A small percentage of the accounts receivable
balance is denominated in a foreign currency with no concentration in any given country. At the
end of each reporting period, the Company analyzes the receivable balance for customers paying in a
foreign currency. These balances are adjusted to each quarter or year spot rate in accordance with
guidance related to foreign currency matters.
Inventories. Inventories are valued at the lower of cost or market value using the last in,
first out (LIFO) method. The Company monitors its inventory for obsolescence and records
reductions in cost when required.
Income Taxes. At September 30, 2010, the Company had net current deferred tax assets of
$163,000 and net noncurrent deferred tax liabilities of $162,000. The deferred tax assets and
liabilities result primarily from temporary differences in property and equipment, accrued
expenses, and inventory reserves. In connection with the recording of a $919,000 impairment charge
in 2009 related to an investment in a non-marketable equity security, the Company has recorded a
deferred tax asset and corresponding full valuation allowance in the amount of $331,000 as of
September 30, 2010 and December 31, 2009 as it is more likely that this asset will not be realized.
The deferred tax asset related to the capital loss can be carried back three years and carried
forward five years and must be offset by a capital gain. The Company has determined that it is
more likely than not that the remaining deferred tax assets will be realized and that an additional
valuation allowance for such assets is not currently required. The Company reports a liability for
unrecognized tax benefits taken or expected to be taken when they are uncertain. At
13
December 31, 2009 the Company had recorded a liability of $27,000 related to an uncertain tax position which
was eliminated during the nine months ended September 30, 2010.
Investments and Fair Value Measurements. The carrying value of financial instruments, such as
cash and cash equivalents, short-term investments, accounts receivable, accounts payable and
accrued liabilities approximate their fair value because of their short term nature. We do not hold
or issue financial instruments for trading purposes.
The Companys 2009 investment in non-marketable securities was comprised of shares in iTi and was
previously carried at cost. Non-marketable securities are not adjusted to fair value on a
recurring basis; however, they are assessed for an other than temporary decline in fair value. A
decline in the fair value for these securities occurred in the third quarter of 2009 and was
determined to be other than temporary, resulting in a revaluation of its carrying amount to fair
value in accordance with FASB ASC 325-20-35 paragraphs 1A and 2. The impairment analysis was
conducted in accordance with the provisions within FASB ASC 320-10-35 paragraphs 17 through 35.
For the three months ended September 30, 2009, the Company recorded an impairment charge of
$918,951, reducing the investment in iTi to $0. The Company did not incur an impairment charge for
the nine months ended September 30, 2010.
Managements assessment of iTis fair value was primarily based on its recent financial results and
iTis inability to secure adequate financing, or to negotiate the sale of the company to a third
party. Consequently, iTi has ceased operations and is currently evaluating its options including
liquidation. In order to increase consistency and comparability in fair value measurements, the
FASB Codification establishes a fair value hierarchy that prioritizes observable and unobservable
inputs used to measure fair value into three broad levels. These levels, in order of highest
priority to lowest priority, are described below:
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Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement
date for assets or liabilities. |
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Level 2: Observable prices that are based on inputs not quoted on active markets, but
corroborated by market data. |
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Level 3: Unobservable inputs are used when little or no market data is available. |
Based on the definition of the levels above and the nature of the inputs as described above,
management has categorized the methodology used in the valuation of its iTi asset as Level 3.
Revenue Recognition. The Company recognizes revenue on sales of products when title passes
which can occur at the time of shipment or when the goods arrive at the customer location depending
on the agreement with the customer. The Company sells its products to both distributors and
end-users. Sales to distributors and end-users are recorded based upon the criteria governed by
the sales, delivery, and payment terms stated on the invoices from the Company to the purchaser.
In addition to transfer of title / risk of loss, all revenue is recorded in accordance with the
criteria outlined within the provisions regarding revenue recognition including:
|
(a) |
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persuasive evidence of an arrangement (principally in the form
of customer sales orders and the Companys sales invoices) |
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(b) |
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delivery and performance (evidenced by proof of delivery, e.g.
the shipment of film and substrates with bill of lading used for proof of
delivery for FOB shipping point terms, and the carrier booking confirmation
report used for FOB destination terms). Once the finished product is shipped
and physically delivered under the terms of the invoice and sales order, the
Company has no additional performance or service obligations to complete |
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(c) |
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a fixed and determinable sales price (the Companys pricing is
established and is not based on variable terms, as evidenced in either the
Companys invoices or the limited number of distribution agreements; the
Company rarely grants extended payment terms and has no history of concessions) |
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(d) |
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a reasonable likelihood of payment (the Companys terms are
standard, and the Company does not have a substantial history of customer
defaults or non-payment) |
14
Sales are reported on a net basis by deducting credits, estimated normal returns and discounts.
The Companys return policy does not vary by geography. The Company is not under a warranty
obligation and the customer has no rotation or price protection rights. Freight billed to
customers is included in sales. Shipping costs are included in cost of goods sold.
Results of Operations
Quarter Ended September 30, 2010 Compared to Quarter Ended September 30, 2009
Sales. The Company realized a 5.6% sales increase during the third quarter of 2010 with sales
of $4.1 million, compared to $3.9 million in sales during the same period in 2009. IKONICS Imaging
sales for the third quarter of 2010 were up 18.9% versus the third quarter of 2009 due to strong
film sales including increased shipments related the Companys Digital Texturing initiative.
Export 2010 third quarter sales also increased by 6.3% over the same period in 2009 as the Company
realized higher sales to Latin America. Domestic sales dropped by 1.9% in third quarter of 2010
due to lower film and emulsion sales.
Gross Profit. Gross profit was $1.7 million, or 40.3% of sales, in the third quarter of 2010
compared to $1.6 million, or 40.4% of sales, for the same period in 2009. IKONICS Imaging gross
profit percentage increased to 46.6% during the third quarter of 2010 compared to 43.6% in the
third quarter of 2009 due to increased volume and an improved sales mix. A less favorable sales
mix negatively affected both Export and Domestics 2010 third quarter gross profit percentage.
Exports third quarter gross profit percentage decreased from 28.1% in 2009 to 27.7% in 2010 while
Domestics third quarter gross profit percentage decreased from 48.3% in 2009 to 46.9% in 2010.
Selling, General and Administrative Expenses. Selling, general and administrative expenses of
$1.1 million, or 26.2% of sales, in the third quarter of 2010 were comparable to the 2009 third
quarter selling general and administrative expenses of $1.1 million, or 28.1% of sales.
Research and Development Expenses. Research and development expenses during the third quarter
of 2010 were $163,000, or 3.9% of sales, versus $165,000, or 4.2% of sales, for the same period in
2009. The decrease is due to lower costs related to research and development production runs.
Loss on Investment in Non-marketable Equity Securities. The Companys
2009 investment in
non-marketable securities was comprised of shares in iTi and was previously carried at cost.
Non-marketable securities are not adjusted to fair value on a recurring basis; however, they are
assessed for an other than temporary decline in fair value. A decline in the market value for
these securities that is determined to be other than temporary results in a revaluation of its
carrying amount to fair value. An impairment analysis was conducted in accordance with applicable
accounting standards during the third quarter of 2009, and the Company recorded an impairment
charge of $918,951 for the quarter, which represents a full write-off of the Companys investment
in iTi to $0. The Company did not have any
non-marketable equity securities as of September 30, 2010 and did not have any loss on any investment in such securities during the third quarter of 2010.
Interest Income. The Company earned $6,300 of interest income in the third quarter of 2010
compared to $3,000 of interest income in the third quarter of 2009. The interest earned in third
quarter of 2010 and 2009 is related to interest received from the Companys short-term investments,
which consisted of fully insured certificates of deposit with maturities ranging from six to twelve
months.
Income Taxes. For the third quarter of 2010, the Company realized income tax expense of
$136,000, or an effective rate of 32.1% versus a $110,000 tax expense for the third quarter of
2009. The 2010 income tax provision differs from the expected tax expense primarily due to the
benefits of the domestic manufacturing deduction, and state credits for research and development.
In 2009 the Company did not receive a tax benefit from the $919,000 loss on investment in
non-marketable equity securities since the Company recorded a full valuation allowance
15
against the
deferred tax asset resulting from the loss on the capital asset impairment charge, as it is
currently more likely that the deferred tax asset will not be realized.
Nine Months Ended September 30, 2010 Compared to the Nine Months Ended September 30, 2009
Sales. The Companys sales increased 7.1% during the first nine months of 2010 to $12.1
million versus sales of $11.3 million during the first nine months of 2009. Strong sales in Europe
and Latin America drove a 17.1% Export sales increase for the first
nine months of 2010 compared to the same period in 2009. IKONICS Imaging
also realized an 11.1% sales increase over 2009 from improved film shipments to the digital
texturing and photo resistant film markets. Partially offsetting these sales increases, Domestic
shipments decreased 1.8% during the first nine months of 2010 over the same period in 2009 due to
lower private label film shipments.
Gross Profit. Gross Profit for the first nine months of 2010 was $5.0 million, or 41.3% of
sales compared to $4.4 million, or 39.4% of sales, for the same period in 2009. Export gross
profit percentage increased to 30.1% during the first nine months of 2010 compared to 24.7% for the
same period in 2009 due to higher volumes and an improved sales mix. Improved volumes and sales
mix also accounted for IKONICS Imaging gross profit percentage increase from 43.9% in the first nine months of 2009 to 45.4% in the first nine
months of 2010. Domestic gross profit percentage improved slightly from 47.1% in the 2009 period to 47.8% in the 2010 period.
Selling, General and Administrative Expenses. Selling, general and administrative expenses of
$3.4 million, or 28.2% of sales, in the first nine months of 2010 were comparable to selling
general and administrative expenses for the same period in 2009 of $3.4 million, or 30.3% of sales.
Research and Development Expenses. Research and development expenses during the first nine
months of 2010 were $529,000, or 4.4% of sales, versus $488,000, or 4.3% of sales, for the same
period in 2009. The increase is related to the $30,000 abandonment of patent applications The
Company records patent application costs as an asset and amortizes those costs upon successful
completion of the application process or expenses those costs when an application is abandoned.
Additionally, the Company realized increased costs related to research and development production
runs.
Gain on Sale of Non-Marketable Equity Securities. The Company realized a gain of $29,800
during the first nine months of 2009 on the sale of its investment in the common and preferred
stock of Apprise Technologies, Inc. The original sale took place during 2007. The final $29,800
received in the first nine months of 2009 was related to a portion of the original sales price that
was placed in escrow at the time of the sale for indemnification obligations as part of the
agreement between Apprise and its purchaser.
The Company did not have any non-marketable equity securities as of September 30, 2010 and did not have any gain on any such securities during the first nine months of 2010.
Loss on Investment in Non-Marketable Equity Securities . The companys 2009 investment in
non-marketable securities was comprised of shares in iTi and was previously carried at cost.
Non-marketable securities are not adjusted to fair value on a recurring basis; however, they are
assessed for an other than temporary decline in fair value. A decline in the market value for
these securities that is determined to be other than temporary results in a revaluation of its
carrying amount to fair value. An impairment analysis was conducted in accordance with applicable
accounting standards during the third quarter of 2009, and the Company recorded an impairment
charge of $918,951, which represents a full write-off of the Companys investment in iTi to $0.
The Company did not have any loss on any investment in non-marketable equity securities during the first nine months of 2010.
Interest Income. The Company earned $13,700 of interest income during the first nine months
of 2010 compared to $5,200 of interest income for the same period in 2009. The interest earned in
first nine months of 2010 and 2009 is related to interest received from the Companys short-term
investments, which consisted of fully insured certificates of deposit with maturities ranging from
six to twelve months.
Income Taxes. During the first nine months of 2010, the Company realized an income tax
expense of $277,000, or an effective rate of 26.2%, compared to income tax expense of $163,000 for
the same period in 2009. The effective tax rate for the first nine months of 2010 and 2009 was
impacted by derecognizing a liability for unrecognized tax benefits relating to a tax year where
the statute of limitations expired during the first nine months. A $27,000 liability was derecognized in
16
the first nine months of 2010 while a $21,000 liability was derecognized in the
first nine months of 2009. During the first nine months of 2010, the Company also recorded an
out-of-period tax benefit adjustment of $15,000 relating to December 31, 2009 estimates for tax
credits as well as the receipt of
interest of approximately $13,000 related to Minnesota state income tax returns. The Company
expects that for the remainder of 2010, the Company will record the provision for income taxes at
an effective tax rate of 35% to 36%, as it recognizes benefits from the domestic manufacturing
deduction, research and development credits, and state income taxes. In 2009 the Company did not
receive a tax benefit from the $919,000 loss on investment in non-marketable equity securities
since the Company recorded a full valuation allowance against the deferred tax asset resulting from
the loss on the capital asset impairment charge, as it is currently more likely that the deferred
tax asset will not be realized.
Liquidity and Capital Resources
The Company has financed its operations principally with funds generated from operations.
These funds have been sufficient to cover the Companys normal operating expenditures, annual
capital requirements, and research and development expenditures.
Cash on hand was $459,000 and $978,000 at September 30, 2010 and 2009, respectively. The
Company generated $715,000 in cash from operating activities during the nine months ended September
30, 2010, compared to generating $857,000 of cash from operating activities during the same period
in 2009. Cash provided by operating activities is primarily the result of net income adjusted for
non-cash depreciation, amortization, and certain changes in working capital components discussed in
the following paragraph.
During the first nine months of 2010, trade receivables increased by $172,000. The increase
in receivables was driven by higher sales volumes specifically to export customers who typically
have longer credit terms. The Company believes that the quality of its receivables is high and
that strong internal controls are in place to maintain proper collections. Inventory levels
increased $266,000 due to inventory purchases to support its Digital Texturing program. Deposits,
prepaid expenses and other assets increased $33,000 resulting from the prepayment of insurance
premiums. Accounts payable increased $103,000 due to of the timing of payments to and purchases
from vendors. Accrued liabilities increased $6,000 and income taxes payable decreased $74,000
reflecting 2010 estimated tax payments.
During the first nine months of 2010, investing activities used $1,581,000. The Company
invested $2,215,000 in fully insured certificates of deposits with four $200,000 certificates of
deposit maturing during the first nine months of 2010. Purchases of property and equipment totaled
$155,000, mainly for three vehicles and equipment purchases. The Company received $19,000 from
vehicle sales during the period. Also during the first nine months of 2010, the Company incurred $35,000 in patent
application costs that the Company records as an asset and amortizes upon successful completion of
the application process.
During the first nine months of 2009, investing activities used $657,000. The Company
invested $600,000 in fully insured certificates on deposits. Purchases of property and equipment
were $97,000, mainly for new equipment to support the Companys new business initiatives and
research activities. Also during the first nine months of 2009, the Company incurred $8,000 in
patent application costs that the Company records as an asset and amortizes upon successful
completion of the application process. The Company received proceeds of approximately $30,000 in
the first nine months of 2009 on the 2007 sale of its investment in the common and preferred stock
of Apprise Technologies, Inc. and $18,000 on the sale of equipment.
During the first nine months of 2010 the Company received $20,000 from financing activities.
The Company received $35,000 from the issuance of 8,000 shares of common stock from the exercise of
stock options and the Company repurchased 2,200 shares of it own stock for $15,000 The Company
used $124,000 in financing activities during the first nine months of 2009 to repurchase 26,926
shares of its own stock.
A bank line of credit exists providing for borrowings of up to $1,250,000. Outstanding debt
under this line of credit is collateralized by trade receivables and inventory and bears interest
at 2.5 percentage points over the 30-day LIBOR rate. The Company did not utilize this line of
credit during the first nine months of 2010 and there
17
were no borrowings outstanding as of
September 30, 2010. The line of credit was also not utilized during first nine months of 2009, and
there were no borrowings outstanding under this line as of September 30, 2009. The line of
credit expired on October 30, 2010, however, a new $1,250,000 line of credit which expires on
October 30, 2011 was established. Outstanding debt under this line of credit is collateralized by
trade receivables and inventory and bears interest at 2.5 percentage points over the 30-day LIBOR
rate.
The Company believes that current financial resources, its line of credit, cash generated from
operations and the Companys capacity for debt and/or equity financing will be sufficient to fund
current and anticipated business operations. The Company also believes that its low debt levels
and available line of credit make it unlikely that a decrease in demand for the Companys products
would impair the Companys ability to fund operations.
Capital Expenditures
Through the first nine months of 2010, the Company had $156,000 in capital expenditures.
These capital expenditures were mainly for three vehicles for sales persons and equipment. The
Company plans for other capital expenditures during 2010 to include ongoing manufacturing equipment
upgrades. Capital expenditures are expected to be approximately $50,000 for the last three months
of 2010 and will be funded with cash generated from operating activities.
International Activity
The Company markets its products to numerous countries in North America, Europe, Latin
America, Asia and other parts of the world. Export sales were approximately 34% of total sales
during the first nine months of 2010 compared to 31% of sales during the same period in 2009.
Higher volumes in Europe and Latin American positively impacted 2010 sales volumes for the first
nine months. Fluctuations of certain foreign currencies have not significantly impacted the
Companys operations because the Companys foreign sales are not concentrated in any one region of
the world. The Company believes its vulnerability to uncertainties due to foreign currency
fluctuations and general economic conditions in foreign countries is not significant.
The Companys foreign transactions are primarily negotiated, invoiced and paid in U.S.
dollars, while a portion is transacted in Euros. IKONICS has not implemented an economic hedging
strategy to reduce the risk of foreign currency translation exposures, which management does not
believe to be significant based on the scope and geographic diversity of the Companys foreign
operations as of September 30, 2010. Furthermore, the impact of foreign exchange on the Companys
balance sheet and operating results was not material in either 2010 or 2009.
18
Future Outlook
IKONICS has spent on average over 4% of its sales dollars for the past few years in research
and development and has made capital expenditures related to its Digital texturing program. The
Company plans to maintain its efforts in this area and expedite internal product development as
well as form technological alliances with outside experts to commercialize new product
opportunities.
The Company made substantial progress on its new business initiatives during the first nine
months of 2010. Photomachining and sound deadening are in commercial operation and supplying
product to major electronics, defense and aerospace customers. Two Digital Texturing printers are
placed at a beta site; and they are performing to the Companys expectations and are generating
sales of related consumables. The Digital Texturing program was negatively impacted by the 2009
business failure of the Companys printer supplier, imaging Technology international. However,
the Company has made arrangements with two printer manufacturers that the Company believes are both
financially strong and technically adept for sourcing future machines. The Company is producing
and selling custom substrates for various inkjet applications and is currently developing, under a
research contract, a proprietary film product for a major customer.
Other future activities undertaken to expand the Companys business may include acquisitions,
building improvements, equipment additions, new product development and marketing opportunities.
In addition to its traditional emphasis on domestic markets, the Company will continue efforts to
grow its business internationally by attempting to develop new markets and expanding market share
where it has already established a presence.
Recent Accounting Pronouncements
The Company does not expect that the adoption of other recent accounting pronouncements will
have a material impact on its financial statements.
Off Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
19
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ITEM 3. |
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Quantitative and Qualitative Disclosures about Market Risk |
Not applicable
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ITEM 4. |
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Controls and Procedures |
As of the end of the period covered by this report, the Company conducted an evaluation, under
the supervision and with the participation of the principal executive officer and principal
financial officer, of the Companys disclosure control and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act)). Based on
this evaluation, the principal executive officer and principal financial officer concluded that the
Companys disclosure controls and procedures are effective to ensure that information required to
be disclosed by the Company in reports that it files or submits under the Exchange Act is (i)
recorded, processed, summarized and reported within the time periods specified in SEC rules and
forms and (ii) accumulated and communicated to the Companys management, including its principal
executive officer and principal financial officer, as appropriate to allow timely decisions
regarding required disclosure.
There was no change in the Companys internal control over financial reporting identified in
connection with the evaluation required by Rule 13a-15(d) and Rule 15d-15(d) of the Exchange Act
that occurred during the period covered by this report that has materially affected, or is
reasonably likely to materially affect, the Companys internal control over financial reporting.
20
PART II. OTHER INFORMATION
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ITEM 1. |
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Legal Proceedings |
None
Not applicable
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ITEM 2. |
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Unregistered Sales of Equity Securities and Use of Proceeds |
Issuer Purchases of Equity Securities(1)
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(c) Total Number of |
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Shares Purchased as |
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(d) Maximum Number of |
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(a) Total Number |
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Part of Publicly |
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Shares that May |
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of |
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(b) Average Price |
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Announced Plans |
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Yet Be Purchased Under |
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Shares Purchased |
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Paid per Share |
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or Programs |
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The Plans or Programs |
July 1, 2010 through July 31, 2010 |
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n/a |
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35,231 |
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August 1, 2010 through August 31, 2010 |
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2,200 |
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$ |
6.88 |
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2,200 |
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33,031 |
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September 1, 2010 through September 30, 2010 |
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n/a |
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33,031 |
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(1) |
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In prior years, the Companys board of directors had authorized the repurchase of
150,000 shares of common stock. In August 2008, the Companys Board of Directors approved
the repurchase of an additional 100,000 shares of common stock bringing the total shares
eligible for repurchase to 250,000. A total of 206,370 shares have been repurchased under
this program including 2,200 shares repurchased during the third quarter of 2010. The plan
allows for an additional 33,031 shares to be repurchased. |
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ITEM 3. |
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Defaults upon Senior Securities |
Not applicable
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ITEM 4. |
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[Removed and Reserved] |
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ITEM 5. |
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Other Information |
None
The following exhibits are filed as part of this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010:
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Exhibit |
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Description |
3.1 |
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Restated Articles of Incorporation of Company, as amended.1 |
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3.2 |
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By-Laws of the Company, as amended.2 |
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31.1 |
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Rule 13a-14(a)/15d-14(a) Certifications of CEO |
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31.2 |
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Rule 13a-14(a)/15d-14(a) Certifications of CFO |
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32 |
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Section 1350 Certifications |
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1 |
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Incorporated by reference to the like numbered
Exhibit to the Companys Registration Statement on Form 10-SB (File No.
000-25727). |
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2 |
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Incorporated by reference to the like numbered Exhibit to the
Companys Current Report on Form 8-K filed with the Commission on February 22,
2007 (File No. 000-25727). |
21
Copies of Exhibits will be furnished upon request and payment of the Companys reasonable
expenses in furnishing the Exhibits.
22
IKONICS CORPORATION
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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IKONICS CORPORATION |
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DATE: November 12, 2010
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By:
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/s/ Jon Gerlach
Jon Gerlach,
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Chief Financial Officer, and |
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|
|
Vice President of Finance |
|
|
23
INDEX TO EXHIBITS
|
|
|
|
|
Exhibit |
|
Description |
|
Page |
3.1
|
|
Restated Articles of Incorporation of Company, as amended
|
|
Incorporated by reference |
3.2
|
|
By-Laws of the Company, as amended.
|
|
Incorporated by reference |
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certifications of CEO.
|
|
Filed Electronically |
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certifications of CFO.
|
|
Filed Electronically |
32
|
|
Section 1350 Certifications.
|
|
Filed Electronically |